Sec Form 4 Filing - STEPHENS THOMAS G @ General Motors Co - 2011-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STEPHENS THOMAS G 2. Issuer Name and Ticker or Trading Symbol General Motors Co [ GM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) 300 RENAISSANCE CENTER, M/C: 482-C25-A36 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2011 (Street) DETROIT, MI48265-3000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 12/31/2011 M 4,380 ( 2 ) A $ 0 ( 3 ) 139,758 D Common Stock 12/31/2011 F 1,350 D $ 20.21 ( 3 ) 138,408 D Common Stock ( 4 ) 12/31/2011 M 7,646 A $ 0 ( 3 ) 146,054 D Common Stock 12/31/2011 F 2,499 D $ 20.21 ( 3 ) 143,555 D Common Stock ( 5 ) 12/31/2011 M 66,799 A $ 0 ( 3 ) 210,354 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Salary Stock Units ( 1 ) $ 0 ( 3 ) 12/31/2011 D 4,380 ( 2 ) ( 1 ) ( 1 ) Common Stock 4,380 ( 2 ) $ 0 ( 3 ) 4,380 D Salary Stock Units ( 4 ) ( 3 ) 12/31/2011 D 7,646 ( 1 ) ( 1 ) Common Stock 7,646 $ 0 ( 3 ) 15,292 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEPHENS THOMAS G 300 RENAISSANCE CENTER M/C: 482-C25-A36 DETROIT, MI48265-3000 Vice Chairman Signatures /s/ Anne T. Larin, attorney-in-fact for Mr. Stephens 01/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Common Stock reported in this item was issued upon the settlement of a portion of a grant of Salary Stock Units ("SSUs") issued on December 31, 2009 pursuant to the Company's Salary Stock Plan (the "GMSSP") and vested upon grant. The portion of this award currently payable was settled on December 31, 2011 in shares of the Company's Common Stock, less a portion withheld for taxes. ( 2 )On December 31, 2009 the employee received a grant of 4,380 SSUs, of which 1,460 SSUs were scheduled to be payable on December 31, 2011. On November 1, 2010 the Company amended its certificate of incorporation to effect a stock split in which each issued and outstanding share of Common Stock was converted into three shares of Common Stock (the "Stock Split"). Pursuant to the terms of the GMSSP, each issued and outstanding SSUs was automatically converted upon the effectiveness of the Stock Split into three SSUs, so that the employee was credited with a total of 13,140 SSUs granted on December 31, 2009, of which 4,380 SSUs became payable on December 31, 2011. ( 3 )The SSUs do not have an expiration or exercise date or carry a conversion or exercise price. Each SSU is the economic equivalent of one share of Common Stock. Under the GMSSP, the Fair Market Value of the Common Stock is the average of the high and low trading prices for the Common Stock as reported on the New York Stock Exchange, on which the Common Stock is listed, on the date of the transaction, which was $20.21. ( 4 )The Common Stock reported in this item was issued upon the settlement of a portion of a grant of SSUs issued on December 31, 2010 pursuant to the GMSSP and vested upon grant. The portion of this award currently payable was settled on December 31, 2011 in shares of Common Stock, less a portion withheld for taxes. ( 5 )The SSUs reported in this item were granted on December 31, 2011 pursuant to the GMSSP and were fully vested upon grant. The SSUs will be delivered in the form of shares of Common Stock in three equal, annual installments beginning on December 31, 2012.

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